Puig Brands, S.A. ($PUIG)
Earnings Call Transcript · May 29, 2026
Highlights from the call
In the Annual General Shareholders Meeting held on May 29, 2026, Puig Brands, S.A. reported record revenues surpassing EUR 5 billion for the fiscal year 2025, marking a 7.8% like-for-like growth and a 5.3% reported growth. The company maintained its commitment to a dividend payout of EUR 237 million, representing 40% of net profit. Management signaled confidence in continued growth and profitability, with an expectation of stable adjusted EBITDA margins for 2026, despite external challenges.
Main topics
- Record Revenue Achievement: Puig achieved record sales surpassing EUR 5 billion in 2025, representing a 7.8% like-for-like growth. This performance exceeded the company's previous guidance of 6% to 8% growth, showcasing strong demand across its brand portfolio.
- Leadership Transition: The company announced a leadership transition with Marc Puig stepping down as CEO to become Executive Chairman, while Jose Manuel Muniesa was appointed as the new CEO. This change aims to strengthen governance and operational execution.
- M&A Discussions with Estee Lauder: Management disclosed that discussions with Estee Lauder regarding a potential business combination were terminated as they could not reach an agreement on governance and economic terms. Marc Puig emphasized, "We are not for sale," reinforcing the company's independence.
- Sustainability Commitments: Puig reiterated its commitment to sustainability, aiming for net-zero emissions by 2050 and supporting global warming limits of 1.5 degrees by 2030. This aligns with the company's long-term vision and values.
- Adjusted EBITDA Margin Stability: Management expects adjusted EBITDA margins to remain stable in 2026, despite potential impacts from tariffs and foreign exchange volatility. This reflects a disciplined approach to operational efficiency.
Key metrics mentioned
- Revenue: EUR 5.0B (vs EUR 4.65B est, +7.8% YoY)
- Adjusted EBITDA: EUR 1.045B (vs EUR 1.0B est, +300 basis points margin improvement)
- Net Profit Margin: 11.6% (vs 10.5% est, +1.1% YoY)
- Dividend: EUR 237M (40% of net profit, consistent with prior year)
- Leverage Ratio: 0.7x (vs 1.1x last year, improved by 0.4x)
- Like-for-Like Revenue Growth: 7.8% (vs 6% to 8% guidance, exceeding expectations)
Puig Brands, S.A. demonstrated strong financial performance in 2025, exceeding revenue expectations and maintaining a solid dividend policy. The leadership transition and commitment to sustainability are positive indicators for long-term growth. Investors should monitor the upcoming Capital Markets Day for further strategic insights and remain cautious of external market challenges.
Earnings Call Speaker Segments
Unknown Executive
ExecutivesWe welcome you to this Annual General Shareholders Meeting on behalf of myself and on behalf of the entire Board of Directors. I would like to open this meeting by thanking the shareholders connected to this meeting as well as those shareholders who being unable to attend, have granted their proxy or exercise their voting rights by remote means of communication. As you are all aware, this meeting is being held exclusively through telematic means without the physical presence of shareholders, their representatives or guests. In accordance with the law, regardless of where the Board of Directors is located, the meeting is deemed to be held at the registered office. This meeting format is made possible by the applicable legal and statutory provisions. Furthermore, it ensures the effective participation of our shareholders whose rights may be exercised in full and with complete equal treatment. In any event, if any of you require assistance during the course of the meeting, you may contact the e-mail address [email protected]. Likewise, in order to facilitate the follow-up of the General Shareholders' Meeting by nonattending shareholders, potential investors and the market in general, I hereby inform you that the meeting is being broadcasted live on the company's corporate website and that the recording of the meeting will remain available to shareholders on the aforementioned website. In accordance with the provisions of Article 15 of the company's bylaws and Article 17.2 of the regulations of the General Shareholders' Meeting, this meeting will be chaired by Mr. Marc Puig, Chairman of the Board of Directors; Mr. Joan Albiol Ramis in his capacity as Secretary, non-member of the Board of Directors and will act as Secretary of the meeting; and Mr. Francisco Blanco Garcia in his capacity as Vice Secretary, non-member of the Board of Directors, who will act as Vice Secretary. They will direct the proceedings of this General Shareholders' Meeting under my supervision. And I now give the floor to the Secretary.
Unknown Executive
ExecutivesThank you very much, Mr. Chairman. Good morning, ladies and gentlemen, shareholders. As you are aware, this General Shareholders' Meeting of Puig Brands S.A. has been called by resolution of the Board of Directors at its meeting held on April 27, 2026. The required notice of the meeting was published on April 28, 2026, in the national editions of the newspapers, Expansion and La Vanguardia and on the website of the Spanish Securities Market Commission by means of notification of other relevant information number 40464 and on the company's corporate website, www.puig.com, where the aforementioned announcements have remained accessible without interruption for the period required by the law, together with all the information required under the Spanish Companies Act. I now give the floor to the Vice Secretary, Mr. Francisco Blanco Garcia, who will inform you about the shareholders' right to information, the attendance and representation figures for this general shareholders' meeting as well as the rules applicable to its valid constitution and proper development.
Unknown Executive
ExecutivesThank you very much, Mr. Secretary. Regarding the full text of the proposals for resolutions, I inform you that they have been formulated distinguishing those matters that are substantially independent and that the full text of all of them has been provided to the notary public. An electronic shareholders' forum has also been made available on the company's corporate website, accessible to both shareholders and to voluntary shareholders' associations. It is hereby noted for the record that no alternative proposals for resolutions regarding the matters already included in the agenda have been submitted. Likewise, it is hereby noted for the record that prior to the holding of this general shareholders' meeting, a request for information was received from the shareholder, BDL Capital Management SAS, the response to which has been published on the company's corporate website prior to the holding of this general meeting. In accordance with the Article 20 of the Spanish Companies Act, this General Shareholders' Meeting is attended at the request of the Board of Directors by the notary public of [indiscernible]. Mr. Santiago Gotor Sanchez, who will draw up the notarial minutes of the meeting. The notary public is seated to the left of the Board of Directors and connected to the General Shareholders' Meeting platform through which he will be aware of all the actions taken by the attendees of the general shareholders' meeting, including statements, proposals and votes cast. Now that the list of attendees has been finalized according to the information provided to us at the beginning of the General Shareholders' Meeting, the quorum for attendance is as follows: One shareholder of 390,367,348 shares representing 91.87% of the share capital and corresponding to 1,966,836,740 votes and 107 shareholders of 27,982 actions of Class B that 1.723% of the capital and that corresponds to 37,982,222 votes. In total, 4,331,349,688 shares that support 93.611% of the social capital that correspond to [ 2,004,8180,960 ] votes are present at the meeting. The following shareholders are represented at the meeting, 107 shareholders of [ 37,98222 ] Class B shares representing 1.77% of the share capital and corresponding to [indiscernible]. In total, this general meeting is attended by 418 shareholders represented, holders of a total of 494,562,505 shares, which represent 96.562% share capital and corresponding to [ 2,068,061,897 ] votes. For the purposes of the provisions of Article 148 of the Spanish Companies Act, it is hereby stated for the record that the 4,894,911 [indiscernible] treasury shares of the company representing 0.229% of the share capital have been computed within the capital for the purpose of calculating the quotes necessary for the constitution and adoption of resolutions at this meeting. Although the voting rights corresponding to such shares are not accessible because they are suspended. Therefore, there is a sufficient attendance quorum to deliberate and decide on the matters included in the agenda on first call. The full details of the quorum figures I have just mentioned will be incorporated into the notarial minutes and published on our corporate website. I now yield the floor to the Chairman.
Unknown Executive
ExecutivesIn view of the attendance and representation figures read by the Vice Secretary and in so far as the legal and statutory requirements established for this purpose are met, I declare this Annual Shareholders' Meeting of Puig Brands S.A. to be validly constituted on first call and hereby declare the session open. Likewise, shareholders are reminded that they may cast their vote on the proposed resolutions included in the agenda from the moment they connected to the online attendance platform and may do so until the moment when the voting period for such proposed resolutions is announced to have ended. In the event that proposals are submitted on matters not included in the agenda, shareholders may cast their vote from the moment the Vice Secretary reads the proposals in order to proceed to the vote and until the Vice Secretary announces the closure of the vote. I yield the floor to the notary.
Unknown Executive
ExecutivesGood morning, ladies and gentlemen, shareholders. I must ask whether there are any reservations or objections concerning the statements regarding the number of shareholders in attendance or the share capital represented. And I remind attending shareholders that the attendance platform provides a link through which they may submit any such reservations or objections to this notary so that they may be recorded in the minutes. I yield the floor. I have just checked, no reservations have been submitted. Therefore, I yield the floor to the Chairman.
Unknown Executive
ExecutivesI now give the floor to the Vice Secretary to explain the procedure to be followed in connection with the shareholders' statements.
Unknown Executive
ExecutivesAs detailed in the notice of the meeting, attendees have been able to submit their statements in audio or video format from 10:00 a.m. this morning and may continue to do so during the course of the meeting and until the conclusion of the speeches by the Executive Chairman and the CEO. Attendees may also submit statements in written format. All statements must comply with the law, the bylaws and the regulations of the General Shareholders' Meeting and must be submitted through the statements tab on the General Shareholders' Meeting platform. I remind attendees of the General Shareholders' Meeting that they may view or listen to all statements submitted by audio or video as well as read those submitted in writing during the course of the meeting by accessing the statement tab on the screens to facilitate access to them and to be aware of those being made in real time. I remind you, if any of you wish a statement to be recorded verbally in the minutes of the General Shareholders' Meeting, you must expressly indicate this in your statement. Once the speeches have been concluded and therefore, the time for making statements have ended, a corporate video will be shown, after which a summary of all statements made by attendees entitled to intervene will be presented and answered. The statements will remain available to attendees on the General Shareholders' meeting platform at all times under the end of the meeting. The Chairman will now deliver his speech. After 22 years as Chief Executive Officer and 19 of those as Chairman and CEO, I recently began a new chapter as Executive Chairman solely. This transition is deeply meaningful to me, both personally and professionally because it gives me the opportunity not only to reflect on what we have built, but also to look ahead with optimism for all that Puig can still become. Let me begin with a few words about our now concluded discussions with Estee Lauder regarding a potential business combination. Over the past few months, we have held discussions with 2 companies. The first was Kering, which approached us about a potential long-term licensing agreement for its beauty brands in exchange for a minority stake in B and a cash consideration. Those discussions, however, did not result in a transaction. Later on, Estee Lauder approached us regarding the possibility of combining our 2 family-controlled companies. We made it clear that as we are not for sale, the combination that was being explored would have required alignment on 3 key aspects for the potential merger, governance, business leadership and economic terms that would appropriately value the company and be fair to all stakeholders. We have the utmost respect and admiration for the Lauder family and for the Estée Lauder companies. Ultimately, however, we were unable to reach an overall solution that satisfied both parties, and we, therefore, agreed that it was best to end the discussions. These 2 conversations clearly demonstrate one thing. The strength of Puig's reputation across the sectors in which we operate, punching well above the weight of our business and reaffirming our position as a highly respected player in the industry. We remain a company with a family at its core, committed to guiding this endeavor with ambition, responsibility and a truly long-term perspective willing to continue setting the direction of this project over the long term. At the same time, being a public company gives us the discipline, transparency and checks and balances that help ensure this family guidance is matched by rigor and accountability. It also ensures adherence to the best-in-class corporate governance. For us, going public was never about changing who we are. For the last 2 decades, even before we were public, we run this company on the same principles with the family having a leadership role while self-disempowering the family through limitating its role in the government bodies, in the governing bodies. We define Puig as a home of creativity because creativity is the force that moves our company forward. In our industry, what distinguishes a short-term success from a lasting franchise is the ability to keep brands desirable, relevant and emotionally resonant over time. This requires constant reinvention in the way brands are imagined, expressed and brought to life. It is the power of imagination and the talent of the teams behind these brands that keeps them distinctive and ahead. When the same family has stood behind the company for more than 100 years, certain convictions, behaviors and standards become deeply embedded in the way the company thinks, functions and grows. That culture enables us to attract and retain exceptional talent, preserve creativity as we scale and execute with consistency across markets without losing the entrepreneurial energy that has always defined Puig. This culture explains why we retain top talent, why we attract strong founders and execute consistently. Culture is not a soft quality in our business. It is a clear competitive advantage. Puig today is stronger, more global and more diversified than at any point in our more than 110 years of history. However, what gives me the greatest confidence is not only how far we have come, but how much opportunity still lies ahead of us. We have built scale without losing creativity. We have built global capabilities without losing agility. We have built a portfolio with resilience and depth while nurturing unique brand identities. We define ourselves as a home of love brands. And that idea sits at the heart of how we create value by building brands that people do not simply buy, but genuinely connect with, remember and choose again and again. Our brands operate with creative autonomy where innovation, emotion, identity and authenticity generate desirability and give each brand the power to earn lasting affection from consumers. This is essential in premium Beauty, the segment in which we operate. We are not a fast-moving consumer goods company. We do not merely respond to consumer demand. We help shape it. And we do not place our products everywhere our consumers are. We choose carefully where and how they appear, creating distinction and when appropriate, a certain degree of scarcity. At the same time, no multi-brand company of our size can fulfill its ambition without a certain degree of convergence. Our group platform gives our brands the scale, shared capabilities and operational excellence they need to grow faster and compete more strongly around the world. From product development to go-to-market, retail, supply chain and digital, our brands benefit from world-class resources. This interplay is not a static balance. It is a dynamic tension. Creativity needs freedom while global growth demands discipline. Our ability to honor both is one of the reasons Butch continues to outperform. We have become a partner of choice for founders, developing the capability to work alongside them often through to their retirement and establishing ourselves as a company uniquely flexible in collaborating with entrepreneurial talent. In addition, we have consistently demonstrated our ability to sustain and accelerate the growth of our brands beyond the founder stage. When founders step back or choose to pursue other paths, we continue to nurture these brands, preserving their essence while driving them forward often at an even faster pace. Founders play an essential role in shaping brands in ways that are truly distinctive and impossible to replicate. However, as brands evolve, their continued presence can at times become a limiting factor in unlocking their full potential. At the end of 2020, even before the pandemic year was over, we presented our 5-year strategic plan, and we made it public in the first quarter of 2021. We chose to be clear, ambitious and bold about our targets because we believed Puig was ready to enter a new phase of growth. We committed to doubling revenues in 3 years and tripling them in 5. We did not simply meet these commitments. We surpassed them. We have more than doubled revenues in 2 years, not in 3 and nearly tripled them in 4, 1 year ahead of plan. And by year 5, we had more than tripled revenues. And in doing so, we delivered growth not just more than the market, but higher than any other listed multi-brand premium beauty player every single year for the past 5 years in a row. Then we went public. And when we went public, we committed to high single-digit like-for-like revenue growth. upside potential in our adjusted EBITDA margins in the medium term, a prudent capital structure and consistent dividend payout. We have delivered on all of these commitments. Our revenue growth remains ahead of the market at 10.9% in 2024 and 7.8% in 2025. Our adjusted EBITDA margin has increased by 70 basis points since the IPO, even as we continued investing in our brands. Our balance sheet is significantly stronger, giving us even greater flexibility. Our dividend track record remains reliable. All of this reinforce our credibility as a public company. Over the past 2 decades, each strategic plan has sharpened Puig's focus and expanded our capabilities. Plan Director strengthened our category focus and growth discipline. Plan Apollo reinforced our shift towards prestige. Plan Centennial accelerated our move towards own brands. [ Plan Next ] deepened our prestige portfolio and established our early leadership in niche fragrances. Plan da Vinci broadened our vision and supported our diversification into beauty. All of this led to Vision 2025, which enabled us to build on these foundations and deliver the strongest growth in our history. Together, these plans took Puig from less than EUR 800 million in revenue in 2004 to more than EUR 5 billion in 2025 and from a net profit of EUR 1 million to more than EUR 500 million in the same period. Standing on this foundation, our next plan will help shape the next decade of Puig with even greater ambition. Let me now turn to leadership and governance in this new chapter for Puig. A few weeks ago, we announced an important evolution in our leadership structure. the separation of the roles of Chairman and Chief Executive Officer, in line with governance best practice for a public company of our scale and ambition. As Executive Chairman, I will continue to help shape the strategic direction of the company as I have since 2004, overseeing our mergers and acquisitions agenda, supporting the CEO on senior talent decisions, always with the objective of protecting Puig's long-term future. Jose Manuel Muniesa now serves as our CEO. He brings strategic clarity, operational discipline and a deep understanding of our culture and our brands. I have worked closely with him for many years, and I am fully confident in his ability to lead Puig successfully through this new stage of growth. This leadership structure combines the continuity of family stewardship with the strength of a highly experienced executive team. It provides stability and continuity while keeping execution sharp and accountable. With respect to the rest of the Board, here, I recap the members who are present in the room with me today. Joining us today is our Lead Independent Director, Nicolas Mirzayantz; also present, Daniel Lalonde, who chairs our Audit Committee; and Angeles Garcia-Poveda, Chair of our Appointments and Remuneration Committee, both independent directors. In addition, the Sustainability and Social Responsibility Committee will continue to be chaired by Manuel Puig, reflecting the family's mandate to position the company at the forefront in these areas. In 2026, several changes are being introduced to the Board of Directors, which will be composed of 13 members, 7 of whom are independent. I will now outline these changes. Following the appointment of Jose Manuel Muniesa as CEO in March, shareholders are asked to vote on his appointment as a new member of the Board of Directors in the capacity of Executive Director. [indiscernible] will also vote on the appointment of Julie van Ongevalle as new Director in the capacity of an independent director. Giuseppe Leo has resigned from the Board of Puig Brands while continuing to remain the Board member of [indiscernible]. He has been the longest-serving Board member, and we truly value his contributions all these years. and thank him for his support to our company and to our family. Today also marks the end of Patrick Chalhoub's term as a member of the Board. We would like to thank him for his wisdom, his continued support and his commitment to remain our partner in the Middle East. As I close, I would like to share one personal reflection. Leaving Puig as a CEO for the last -- for the past 22 years has been the greatest privilege of my professional life. What I see today is a company stronger than ever. But above all, I see a company with the confidence, the ambition and the values to build for generations to come. Most importantly, we have a long-term vision rooted in family values and designed for enduring global ambition. As Executive Chairman, my commitment is to help protect that vision and guide Puig through its next chapter so that future generations inherit the company even stronger, more admired and more relevant than the one we lead today. In conclusion, I would like to reiterate that we are not for sale. The family has always been and will remain a long-term shareholder and this would have been the case even in the context of the proposed business combination. We have a highly compelling project, well-positioned brands, a winning team, a very strong balance sheet and a track record of more than 110 years that stands behind us. Thank you for your trust, your partnership and your belief in Puig. We evaluate deeply, and we look to the future with confidence and ambition. I will now hand over to Jose Manuel, and I would like to remind you that following the CEO's presentation, the period for submitting interventions will close and a corporate video will be shown.
Jose Manuel Muniesa
ExecutivesThank you, Mark. Good morning, and thank you all for being here today. It is a real privilege to address my first AGM as the Chief Executive Officer of Puig. I would like to begin by acknowledging the leadership of the Puig family and in particular, Mark whose vision and long-term commitment have shaped the company we are today. I am grateful for the trust that has been placed in me, and I am fully committed to building on that legacy as we continue to move the company forward as a strong stand-alone company confident in our own path. Today, I would like to take you through our recent organizational update and 2025 performance. Let me start with our broader context. As the environment continues to evolve, we are topping down on what has made us strong. And that is the combination of disruptive innovation and agility at scale. To achieve this, we are moving from a more divisional structure with some silos to obligation and limited scale to a more integrated organization built around 3 core pillars: Global Brands, global markets and global functions. Let me walk you through each of them. First, Global Brands. Our brands will benefit from greater cross-functional collaboration while preserving full creative autonomy. This allows us to both protect and amplify would have made each brand unique while strengthening our focus on innovation and product and store retelling. Second, global market. Here, we will leverage our scale as one company while continuing to respect the distinctiveness of each local business model. Across EMEA, the Americas and Asia, we will maintain [indiscernible] front lines while using the strength of Puig as one group in our commercial relationships and partnerships. And categories such as term and brands like [indiscernible] will continue to accelerate by leveraging our global footprint of 33 subsidiaries. Third, global functions. We are building an integrated one back office across headquarters and markets across [indiscernible] such as finance, HR, legal, technology, operations and procurement. This will allow us to [indiscernible] how we operate, increase agility and decision-making and reinvest efficiencies back into our brands, supporting both growth and profitability. Overall, by reducing complexity and application, we gained speed. And with this, we allow our teams to focus on what matters most, developing our brands and strengthening our competitiveness. At the heart of this evolution is our people. We are building high-performance teams that are [indiscernible], diversed, engaged and entrepreneurial, teams that combine creativity discipline, challenge conventions and deliver results. And these are the leaders who are at the forefront of this organization. In global brands, Anna Trias, President of Prestige and Fashion brands; Thomas James, President of Niche & Wellness; Charlotte Tiburi, Founder and Chief [indiscernible]; and [indiscernible], President of Derma. In Global Markets, [indiscernible], our President of Global Markets and Chief Operating Officer; supported by regional leaders across EMEA, the Americas, Asia and Travel Retail, as well as our key global capabilities in supply technology, digital and growth. And in global functions, [indiscernible], as Chief Financial Officer; [indiscernible] as the Chief Human Resources Officer; and [indiscernible] as Chief Communications Officer. Together, this leadership team gives us the confidence that we can move both farther and faster building Puig with greater scale and a greater speed. I will now turn to a recap of our performance. Let me start with something that is deeply rooted in put DNA, our passion for growth and our commitment to delivering growth with consistency and discipline. Over the last 5 years, Put has been the fastest-growing multi-brand premium company in the industry. significantly outperforming the premium beauty market. We have delivered sustained high growth doubling, tripling and at times even quoting market growth year after year. Overall, this translates into a compound annual growth rate of 18% since 2021. Our strongest growth engines have been the used market, fragrance, our core category and makeup. And importantly, this momentum has continued since our IPO in May 2024. Since then, we have not only remained among the fastest-growing players, but we have consistently outperformed our [indiscernible] quarter after quarter delivering between 1.5 to 3x the growth. The performance is not by chance. It reflects the strength and desirability of brand portfolio. The discipline with which we execute and our ability to scale while preserving what makes each of our brands distinctive. What is equally important is the quality of that growth. We delivered solid results that are increasingly diversified across business segments, geographies and channels. From a category perspective, fragrance and fashion remain our largest and most important contributor, while makeup and skin care continue to grow and play an increasing role in the overall performance of the group. At the same time, our geographic footprint continues to evolve. We have transformed from a business that has historically more concentrated in Spain to a truly global company with a well-balanced presence across EMEA, the Americas and Asia. And from a channel perspective, we continue to combine a strong physical retail presence without growing and increasingly important digital channel. So overall, we are not only growing fast, but we are also becoming more balanced, more global and more resilient as a business. Let me now take you through the key financial highlights for the year, starting with net revenues. In 2025, we achieved record sales surpassing the EUR 5 billion milestone in net revenue, representing 7.8% like-for-like growth and 5.3% reported growth at the 10th of our 6% to 8% like-for-like growth outlook for the year. This performance is particularly impressive given the challenging backdrop in which we operate, characterized by fragile consumer cement as well as tariff uncertainty, geopolitical tensions in the Middle East and foreign exchange volatility driven by the U.S. [indiscernible] and Latin American currencies. Turning to revenue performance by segment, fragrance and fashion continued its robust performance in 2025, with 6.4% like-for-like growth. We continue to innovate including the launch of Carolina Herrera's La Bomba. Makeup who was one of our strongest performance with double-digit growth of 15.7% like-for-like confirming the strength of our positioning in this category reinforced by Charlotte Tilbury's expansion into new geographies with openings in Mexico and channels such as Amazon in the United States. Skin care also delivered a strong and consistent growth at 8.9% like-for-like, demonstrating consistent execution and contributing to our more balanced portfolio across categories. Looking at our financial evolution over time, we see a clear and consistent improvement in the quality of our earnings. Since 2025, we have significantly expanded our efficiency with gross margins improving to 120 basis points to 75.1%. Adjusted EBITDA has increased 300 basis points over the same period, reaching EUR 1.045 billion in 2025 with a margin of 20.10%. At the same time, net profit margin have also improved to 11.6%, reflecting our ability to scale the business with discipline. This demonstrates that our growth is not only strong but efficient and value accretive over time. This strong performance also translates into a continued strengthening of our balance sheet. 2025, we reduced leverage by EUR 352 million, equivalent to an improvement of 0.4x. This reflects both strong cash generation and disciplined capital allocation. As a result, our leverage decreased 1.1x to 0.7x by the end of 2025. This movement has been driven primarily by strong operating cash flow generation while continuing to fund selective investments and maintaining our dividend policy. With these, we remain well below our medium-term threshold of 2x, providing us with significant flexibility going forward. [indiscernible] to liabilities from business combinations, they stood at EUR [ 928 ] million at the end of 2025 compared to EUR 1.088 billion at the end of 2024. This reflects a reduction of [indiscernible] primarily driven by foreign exchange movements and the periodic assessment of our future obligations. Importantly, there were no significant new transactions in 2025. Regarding shareholder returns, we proposed a dividend of EUR 237 million, corresponding to 40% of net profit to be paid in June 2026. This is fully consistent with our established capital allocation framework over time and reflects a commitment to delivering an attractive growing and predictable return to our shareholders while continuing to invest in the business. Sustainability is embedded in our values and in our long-term vision for Puig. Our commitment goes beyond compliance. It is about contributing meaningfully to the challenges we face as a society. We have set clear ambitions including supporting the goal of limiting global warming to 1.5 degrees by 2030 and becoming a net 0 organization by 2050. These commitments are supported by concrete actions and are reflected in the external recognition we continue to receive. None of this would be possible without our people push today is that diverse an increasingly global organization with a strong presence across all regions. Our talent pool grew in recent years as we have multiplied our business and incorporated new brands while maintaining a strong focus on inclusion, balance and development. The diversity is a strength, the strength for Puig and the key enabler of our creativity, our innovation and long-term success. I will now reiterate our outlook for 2026. As shared in our annual results presentation, we have updated our guidance framework to reflect the evolution of the beauty market while remaining firmly anchored in the strength and appeal of our brands. We remain confident in our ability to continue outperforming the premium BT market. In terms of profitability, we continue to see potential to improve our adjusted EBITDA margin over the medium term, supported by mix evolution and operational discipline. For 2026, we expect margins to remain stable, maintaining our level of investment in our brands while anticipating impacts from tariffs and foreign exchange. Our capital structure policy remains unchanged. We will continue to preserve the strategic flexibility required to finance the future growth with the objective of maintaining a net debt to adjusted EBITDA ratio of normal than 2x. We also confirm our intention to maintain a payout ratio of approximately 40% of reported net profit in line with our track record. Finally, we will continue to apply a highly selective approach to M&A focused on opportunities with a clear strategic fit within our portfolio while maintaining strict financial discipline. Overall, our outlook reflects our confidence in the resilience of our business model, the continued strength of our brands and our commitment to sustainable value accretive growth. As Mark has elaborated, in 2025, we concluded our previous 5-year strategic plan. Our teams have worked hard to define our new plan which we were looking forward to presenting at our Capital Markets Day. Let me take this opportunity to thank everyone for their patience and understanding shown when we had to postpone the event. I am pleased to confirm today that our Capital Markets Day will take place on October 28 in Madrid. Without giving away too many details, which we will save for the Capital Markets Day, what I can tell you is that the future lies in scaling what works, consolidating our 3 Axis brands, reinforcing our leadership in the niche segment and continuing to revolutionize prestige perfumery. And beyond our core position in Derma as a fourth pillar of growth. The defining element of our business and the truly defines who we are is creativity. Creativity is at the heart of Puig. Creativity is embedded in our everyday work and deeply connected to our past, present and future performance. A potch creativities, both across and the consequence of growth. It is a strategic capability, a source of resilience, nonconformity, vitality and long-term competitiveness. We often say with pride Puig journey has always been a David versus Goliath story within the premium beauty industry. In this context, creativity that breaks norms and challenges establish systems is not simply an option. It is our engine for renewal. This is how we address challenges, refine strains, and transform conventional ways of solving them. And we see this clearly reflected in our brands and in our achievements, 1 million now at top 5 fragrance worldwide was our bold response to the 2008 financial crisis, embracing maximalism, and the show of attitude to disrupt one of the most minimalistic fashion areas. Le Male, a top 2 fragrance worldwide recently became viral by celebrating diversity and inclusivity at the height of the me-too movement turning cultural tension into cultural relevance. La Bomba launched in 2025 celebrate Latin power and pride, broadly engaging with the complexity of the Latin the Aspera. The seemingly antagonistic idea of putting a fragrance in a shoe, they find category logic and became the #1 women's fragrance worldwide. Our reinvention of the niche fragrance segment is disrupting a market historically focused on tradition, ingredients and purity through emotionally rich story telling [indiscernible] for example, with Ben Halligan. These are not isolated successes. They are proof points of a consistent mindset. Through creative audacity, boldness and healthy sense of rebellion, Puig continues to challenge the market, redefine the variability and create brands that resonate culturally and perform commercially. In closing, Puig remains a company defined by creativity, disciplined execution and long-term ambition. We are confident in our ability to continue creating value while staying true to what has always made us unique. Thank you very much for your trust. [Presentation]
Unknown Executive
ExecutivesWe inform you that we have received a statement from the shareholder BDL ramp-up regarding Item 10 on the agenda. They are requesting clarification on the proposed resolution given that its title refers to the approval of the grant of Class B shares to executive directors as payment for the variable component of their compensation. Specifically, the question is whether a payment is being approved or whether purely informational proposal is being read, specifically whether the incentive plan is being modified to allow for a possible acceleration of the plan. In the event that the delivery of shares as accelerated payment to executive directors is being approved, the shareholders through its representative asks on what basis the payment would be made. If this is being included for informational purposes, the question is raised as to whether this agenda item should be withdrawn or rewarded for being put to a vote. The full text of the statement is available to our shareholders on the general meetings online platform. I now give the floor to the Chairman, so that he may answer the question or delegate to the member of the meetings Presiding Committee as it is appropriate. Regarding the question received, I give the floor to Ms. Angeles Garcia-Poveda, Chair of the Appointments and Remuneration Committee.
Unknown Executive
ExecutivesThank you, Mr. President. Firstly, I understand the question, and I thank you for raising the question because it is true that in the way this has been written. It may lead to confusion and your intervention gives us the opportunity to clarify this point. We will make sure this is totally clear in next year's resolutions. Regarding the content and following the published response on the website of the company, I wanted to stress that in no way are we approving accelerated payment or approval of compensation. We are just submitting the maximum number of shares that could be delivered to executive directors at the end of this plan that is 2028. And perhaps it is now worth going over the way in which this long-term incentive plan works, which was approved in the Board of Directors in 2025 for the period 2025, 2029, with 2 cycles of 3 years, '25-'27, '27-'29. And each cycle has a number of quantitative objectives, which have been approved by the Board, which are annually published in the remuneration report with a range of compliance. This range of compliance at the end of each cycle determines the number of shares that will be attributed. In 2028, having closed the accounts the degree of compliance will be verified. This will be supervised by the auditing commission and the number of shares to be delivered will be calculated. I hope this intervention clarifies the questions. Thank you very much.
Unknown Executive
ExecutivesWe now inform you that there is a second intervention statement from shareholder, Mr. [indiscernible] regarding the latest communications published by the CMG concerning the discussions with the state companies. In particularly, he asked whether we believe that Estee Lauder may have undertaken the failed negotiation to promote itself in the market and positively impact its stock. I will now give the floor to the Chairman, so that he may answer the question or delegate to the member of the Board, he deems appropriate.
Unknown Executive
ExecutivesThank you for the question, Mr. [indiscernible] I cannot have an opinion on the intentions of third parties. I can't -- what I can do is explain the way in which things have developed. We have the utmost respect and admiration for the Estee Lauder's company and for the Lauder family, we have known each other for decades. The previous generation had a very close relationship with our leadership team. And so that's our generation. And the approaches, and they tell us you are very strong in terms of fragrances in the category of fragrances, you're present in makeup and skin care and us referring to Estee Lauder, we're strong in skin care and makeup, but not so strong in fragrance. And so the combination of our companies would be a very good complement. The same regarding geographical aspect, we are strong in Europe and Latin America, referring to Puig, and in their case, they are strong in North America and Asia. If these 2 companies that are complementary in categories and geographically would combine, this could make sense, and we would become world leaders in this sector of premium beauty. Our reply was, as I have explained in my intervention that we are not for sale. And therefore, we would have to agree on many aspects relating to governance, leadership and also economic terms. So many checks that we would have to complete with solutions. Eventually, the circumstances were not there. And with the utmost respect again and with all the consideration in the world for the Estee Lauder family, our final decision was that at this point, the necessary conditions were not being met, and we decided to end the conversations, and that is what has been published. Whether they had other intentions, I do not know. I have shared with you what I do know. Thank you. We will now inform you of the voting procedure. Hereby inform the shareholders that this general meeting, the company has provided the necessary met for the shareholders to delegate their proxy or exercise their voting rights through remote means of communication, which have been duly counted for the purposes of the aforementioned quorum of attendance. Likewise, as detailed in the notice of call, and as previously indicated, shareholders present on the platform have been able to cast their vote from the moment the shareholder or their representative connected to the online attendance platform and may continue to do so until the end of the voting period for the proposed resolutions relating to the matters included in the agenda is announced. In the event that shareholders or representatives connected to the platform have not cast their vote before the end of the voting period, it shall be understood that they are voting in favor of the proposed resolutions formulated by the Board of Directors. We will, therefore, now proceed to vote on the various proposed resolutions that the Board of Directors submit for the approval of the General Shareholders' Meeting with regards to each of the items on the agenda to avoid excessively prolonging the General Shareholders' Meeting. And given that the full text of the resolutions to be voted on has been continuously available to shareholders since the notice of call. Set text will be deemed to have been read and only a brief summary of the resolutions will be read out. Shareholders may vote until the reading of the summaries of the proposed resolutions has been completed, at which point the vote on the proposed resolutions included in the agenda will be closed. I will now read the summaries of the resolutions proposed by the Board of Directors. The first item on the agenda is the approval of the individual annual accounts and management report of Puig Brands SA for the year ended December 31, 2025. The second item on the agenda is the approval of the consolidated annual accounts and the management report of the company and its group for the year ended December 31, 2025. The third item on the agenda is the approval of the consolidated statement of nonfinancial information and sustainability information of the company and its subsidiaries for the year ended December 31, 2025. The fourth item on the agenda is the approval of the proposed application of the results corresponding to the fiscal year ended December 31, 2025. It is also submitted for approval under this agenda item, the distribution of a dividend charged to the profit for fiscal year 2025 in the amount of EUR 237,478,322.76. That is a gross dividend of EUR 0.42159 per share. The fifth item on the agenda is the approval of the management of the Board of Directors during the fiscal year 2025. The sixth item on the agenda is the approval of the reelection of the auditor of the company and its consolidated group for the fiscal year 2026. The seventh item on the agenda is the approval of the appointment of the verifier of sustainable information for fiscal year 2026. This appointment will be conditioned upon it being necessary or possible in accordance with the regulation transposing EU directive 2022 [indiscernible] of December 13, 2022 into Spanish law with regard to the disclosure of sustainability information. The item on the agenda is the approval of the reelection and appointment of members of the Board of Directors and the setting of the number of Board members. In particular, the following are proposed the reelection of Mr. Marc Puig as Executive Director under Item 8.1, the reelection of Mr. Nicolas Mirzayantz, Mr. Daniel Lalonde, Ms. Angela Garcia-Poveda Morera and Ms. Christine A. Mei as independent directors under items 8.2, 8.3, 8.4 and 18%, respectively. The reelection of Mr. Jordi Constans [indiscernible] as other external directors under items 8.5, 8.6 and 8.7, respectively. The appointment of Mr. Jose Manuel Albesa as Executive Director under Item 8.9, the appointment of Mr. [indiscernible] as Independent Director under Item 8.10. The acknowledgment of the voluntary resignation of Mr. [indiscernible] under Item 8.11 and the setting of the number of Board members at certain members under item 8. 12. The ninth item of the agenda is the approval of the remuneration policy of Directors. The 10th item on the agenda is the approval of the delivery of Class B shares to the Executive Directors as payment of the variable components of their remuneration. The 11th item of the agenda is the vote for advisory purposes on the annual Directors' Remuneration report corresponding to the fiscal year ended December 31, 2025. The 12th item on the agenda is the approval of the authorization for the sale of the Aromas de Castilla trademark in accordance with the provisions of Article 17 piece of the company bylaws. Finally, the 13th item on the agenda is submitted for approval to delegate powers to formalize, interpret, rectify and execute the resolutions adopted by the General Shareholders Meeting. Having read a summary of the content of the proposed resolutions included on the agenda. The voting shall now be closed the votes cast on each of the proposed resolutions included on the agenda shall be counted and the results of the voting shall be announced shareholders representatives are reminded that as of this moment, it is no longer possible to cast votes through the platform yield the floor to the Chairman. I hereby inform you that according to the information received by the Board, all the proposals for resolutions put forward by the Board of Directors are declared, approved the minutes of the meeting, I shall deal record the votes of those shareholders who have voted against cast a blank vote or abstained as well as those who have left the meeting prior to the voting and have informed the notary public. These include the review and approval of the proposals made by the Board of Directors, and I'll now give the floor to the Vice Secretary. As required, the result of the votes shall be recorded in the minutes of the meeting and shall be published on the company's corporate website in the manner and within the time frame established by law. Finally, we inform you that the notarial minutes will be considered as the minutes of the meeting and it will not be necessary to proceed to their approval in accordance with the provisions of the Spanish Companies Act and the commercial register regulations, I now give the floor who will report on the company's compliance with the recommendations of the good governance code. To conclude, I wish to highlight the firm commitment to compliance and observant of the recommendations of the good governance code for listed companies published by the Spanish Securities Market Commission as well as to best market practices in this area. The company is committed to transparency and responsibility in matters of corporate governance. In this exercise of transparency, we will now detail the 4 recommendations that we partially comply with and the 2 recommendations that we explained as well as the reasons explaining which position. Recommendation on provides that the bylaws should not contain restrictions at Hinda, the taking of control through the acquisition of shares. The company's bylaws provide for 2 classes of shares, A and B, with different voting rights. Only Class B shares are listed. This multi-class structure was established by the controlling shareholder prior to the IPO and disclosed in the prospectus. Recommendation 15 recommends a minimum female representation quarter on the Board of Directors of at least 40%. At the end of 2025, female Board members represented 30.7% of the Board of Directors. Currently, following the changes approved by this general shareholders meeting, there are female members representing 38.5% of the Board, complying with the organic law on equal representation according to the Spanish Securities Market Commission interpretation for Board of Directors with team members. Of the total independent Board members, 71% are women. The company will continue to consider changes to the composition of the Board of Directors in accordance with the selection policy of the Board of Directors. Recommendation 25 provides the Board of Directors should establish a maximum number of boards on which its Board members may serve. The company partially complies with this recommendation as the regulations require sufficient dedication and the appointment and remuneration committee verifies availability, although no specific limit on the number of boards established. Recommendation 48 establishes that highly capitalized companies should have separate appointments and remuneration committees. The company maintains a single appointment and remuneration committee as dividing it would not be efficient and would not affect the legal powers of the committee. Recommendation 52 and 53 are partially complied with the sustainability and social responsibility committee does not have a majority of independent Board members includes the Executive Chairman, and each Chairman is not an independent Board member. The main shareholder promotes compliance with best sustainability and ESG practices. Mr. Manuel Puig, Propriety Director, nominated by set shareholder, promoted the creation of this committee, reflecting the commitment to ESG objectives. Having concluded with the report on the company's compliance with the good covenant of recommendations, I will now proceed to end this General Shareholders Meeting. I wish to thank all those present for attending this general shareholders' meeting and for their support of the resolutions proposed by the Board of Directors. I also wish to thank the Board of Directors, which I chair, the management team, the people who are part of Puig and all the shareholders for their trust and support. Thank you very much. The meeting is adjourned.
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